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1.1.11 General Guidelines on registration LLP .pdf


Original filename: 1.1.11 General Guidelines on registration LLP.pdf
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GENERAL GUIDELINES FOR REGISTRATION OF LIMITED
LIABILITY PARTNERSHIP AND RELATED MATTERS

Background
1.
The Limited Liability Partnership or LLP is a new form of
business vehicle that would complement the traditional options of
carrying on a business either by way of sole proprietorships,
partnerships or companies. The LLP is governed by the Limited
Liability Partnership Act 2012 (Act 743) (‘LLP Act 2012’).
2.
An LLP combines the characteristics of a company and a
partnership firm that provides the protection of limited liability for
its partners and flexibility of the partnership arrangement for the
internal management of its business. The LLP will provide
businessmen and investors the flexibility and freedom to select
the best business model that suits their needs and the
requirements of their respective business structure.

Registration of a new LLP
3.
An LLP may be registered by an application made to the
Registrar by furnishing the following information:


Name of the proposed LLP;



General nature of the proposed business of the
LLP;



Proposed registered office of the LLP;



Name and details of every person who is to be a
partner of the LLP;



Name and details of compliance officer(s) of the
LLP;
1



If the LLP is formed for the purposes of carrying on
any professional practice, the application shall be
accompanied by an approval letter from the
governing body as specified in the third column of
the First Schedule of the LLP Act 2012; and



Such other relevant information
specified by the Registrar.

as

may

be

4.
The registration form shall be lodged to the Registrar of
Limited Liability Partnerships (‘Registrar’) by the compliance
officer.

Conversion into a Limited Liability Partnership
5.
An application to convert from a conventional partnership
or a private company into an LLP may be made to the Registrar in
the applicable form as the Registrar may determine and the
Registrar shall be furnished with the following information
required in that form:
(a)

(b)

From Conventional Partnership to LLP


The name and registration number of the conventional
partnership;



The date on which the conventional partnership was
registered under the Registration of Businesses Act
1956 or any other written law;



That as at the date of the application, the conventional
partnership appears to be able to pay its debts as they
become due in the normal course of business; and



All other information required for the registration of a
new LLP as stated in paragraph 3 above.

From Private Company to LLP

2

(c)



The name and registration number of the private
company;



The date on which the private company
incorporated under the companies Act 1965;



That as at the application date, the private company
appears to be able to pay its debts as they become due
in the normal course of business;



That as at the application date, all outstanding statutory
fees or any amount owing to any government agency
has been settled;



That the private company has placed an advertisement
in at least one widely circulated newspaper in Malaysia
and published a notification in the Gazette of its
intention to convert to a limited liability partnership;
and



That all of its creditors have agreed with the application
to convert to a limited liability partnership; and



All other information required for the registration of a
new LLP as stated in paragraph 3 above.

was

From Conventional Professional Firm to LLP for Professional
Practice


The name and registration number (if any) of the
conventional professional firm ;



The date on which the conventional professional firm
was registered under the relevant law;



That as at the date of the application, the conventional
professional firm appears to be able to pay its debts as
they become due in the normal course of business;



A letter of approval or letter of no objection from the
relevant governing body as specified in the third column
of the First Schedule of the LLP Act 2012; and
3



All other information required for the registration of a
new LLP as stated in paragraph 3 above.

Registration fee
6.
The registration fee for the registration of a new LLP or for
the conversion into an LLP is RM500.

Limited Liability Partnership Agreement
7.
The mutual rights and duties of the partners of an LLP and
the mutual rights and duties of the LLP shall be governed by the
LLP agreement .
8.
However, in the absence of agreement as to any matter set
out in the Second Schedule of the LLP Act 2012, provision of
the Second Schedule relating to that matter shall apply.
Compliance Officer
9.
Every LLP must appoint at least one compliance officer who
shall be:
(a)

either one of the partners or a person who is
qualified to act as a secretary under the Companies
Act 1965;

(b)

at least 18 years of age and citizen/permanent
resident of Malaysia; and

(c)

ordinarily resides in Malaysia.

Registration as a compliance officer of an LLP
10. Once a person is appointed as a compliance officer of an
LLP, he must register with the Registrar so as to enable him to
lodge or submit documents on behalf of the partners or the LLP.
4

11. The registration shall be done via the MyLLP Portal and the
compliance officer is required to go to the nearest SSM office for
identity verification purposes.

Duties and Liabilities of Compliance Officer
12. A compliance officer shall be responsible for the doing of all
acts, matters and things as required to be done under the LLP Act
2012 and the Limited Liability Partnerships Regulations 2012
(‘LLP Regulations 2012’) as follows:(a) Lodging or submitting of documents on behalf of the
partners or the LLP as stated in Regulation 6 of the LLP
Regulations 2012;
(b) Registering changes in registered particulars of the LLP
with the Registrar as and when it occurs as required
under section 17 of the LLP Act 2012;
(c) Keeping of registers and statutory documents at the
registered office of the LLP as required under section
19 of the LLP Act 2012;
(d) Publishing the LLP’s name and the registration number
outside its registered office and place of business as
required under section 20 of the LLP Act 2012; and
(e) Any other matters that may be required to be done by
the Registrar of LLP from time to time under the LLP
Act 2012 and/or LLP Regulations 2012.

Continuous Obligation of LLP
13. Upon registration, every LLP must comply with
requirements under the LLP Act 2012 as set out below:(a) Registration of changes in particulars

5

the

An LLP shall ensure to lodge a notification to the
Registrar if any changes made or occurs in the
registered particulars of the LLP within fourteen days
from the date of which the changes made or occurred.
(b) Keeping of Registers and statutory Record
An LLP shall keep at all times at the registered office
the following:(i)

a notice of registration issued by the Registrar
of LLP;

(ii) a register of the name and address of each
partner and compliance officer;
(iii) a copy of the most recent annual declaration;
(iv) a copy of any statement lodged with the
Registrar under the LLP Act 2012;
(v) a copy of certificate (if any), issued by the
Registrar under section 11(4) LLP Act 2012;
(vi) a copy of the LLP
amendment thereto;

agreement

and

any

(vii) a copy of any instrument relating to any charge
created by the LLP; and
(viii) any other documents that the Registrar may,
from time to time, require to be kept by an
LLP.

(c)

Keeping of Accounting Records
(i)

An LLP shall keep such accounting and other
records as will sufficiently explain the
transactions and financial position of the LLP
and enable profit and loss accounts and prepare
balance sheets from time to time which give a
true and fair view of the state of affairs of the
6

LLP at the LLP registered office or such other
place as the partner thinks fit provided that a
notification of that place been made to the
Registrar ;
(ii) An LLP shall retain the accounting records and
other records as above for a period of not less
than seven years from the end of financial year
in which the transactions or operations to which
those records relate are completed.
(d) Annual Declaration
(i)

An LLP shall ensure to lodge with the Registrar
on an annual basis within ninety days from the
end of the financial year of the LLP, a
declaration made by any two of its partners
that the LLP is able or not able to pay its debts
as they become due in the normal course of
business
and
the
declaration
shall
be
accompanied by such other particulars as may
be required by the Registrar.

(ii)

In the case of the first annual declaration,
it shall be lodged not later than eighteen
months from the date of the registration of
the LLP

Companies Commission Of Malaysia
5 February 2013

7


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